Discord's Carnival
by Lady Mayflower
Summary: At bedtime, we bring tales and fables for your greedy hearts. How they end depend on how you play your part; unfortunately, how you played your part has got you here! So keep your hooves and arms and legs and head about you at all times. Come on, come two, come all! You can't help but fall in Discord's carnival...
1. Sunlight's All Around

_Hello, my little ponies! Welcome to my newest foray into 2spooky pony horror. XD  
><em>

_This story is a...well, I hate using the word "parody", but let's say it's_ '_heavily influenced'_ _by the story of _The Devil's Carnival_, __mainly the soundtrack. (Most of the songs make an appearance; ponified versions of them, of course.) I've done my best not to take too much from the film, but it does have its place. No spoilers for the film, so read freely, but you should go see it anyway if you haven't, because it's amazing and I love it. :D  
><em>

TIMELINE WARNING:  
><span>The following fan fiction takes place prior to the events of _Magical Mystery Cure _and the _Princess Twilight Sparkle _arc.

**Quick, to the disclaimer-mobile!  
><strong>My Little Pony: Friendship is Magic, as well as all related characters and locations (c) Hasbro, the HUB Network, and Lauren Faust  
>The Devil's Carnival, as well as its soundtrack (c) Darren Lynn Bousman and Terrance Zdunich<p>

These disclaimers will not be posted again, but they do apply to the entirety of the chapter.

* * *

><p><strong>CHAPTER ONE: Sunlight's All Around<strong>

_When the sky is dark and the moon's aglow,  
>And the morning star, burning from afar, enters into view<br>All that I can say,  
>All that I can know,<br>Is that I'll be dreaming pieces of you  
>Cast my reverie back into the sea<br>Underneath my pillow, where it's meant to be  
>All my little troubles haven't got a prayer<br>Sunlight's all around you when you haven't got a care_

Twilight couldn't help but hum on her trip through Ponyville's town square. It was a beautiful day in her quiet, little town - which, to the lilac unicorn, meant a perfect day to stay inside and catch up on her studies. Not that she didn't know how to enjoy a sunny, breezy day like today; it was the perfect day to trot over to Quills and Sofas to stock up on supplies for the library. (She'd have to make a run elsewhere for parchment, though - if only Davenport could stomach stocking more than quills and sofas.)

As she passed by Sugarcube Corner, though, her humming was forced to halt as a clashing song started to round the corner:

_Fa-la-la, it's time our seeds are sewn!  
>Cross your heart and hope to fly, it's time our chaos grows!<br>Fa-la-la, it's time our seeds are sewn!  
>Stick a cupcake in your eye, it's time our chaos grows!<em>

Something about the melody was so uncomfortably discordant, Twilight didn't notice her steps had halted as quickly as her humming. Who would be singing such a sour song on such a pristine day?

She got her answer when the songpony rounded the corner, dropping all of her supplies as the two collided. "Oh! Hi, Twilight! Hungry for some cupcakes?"

"Oh, hi, Pinkie," Twilight greeted with a sigh of relief. _It's just Pinkie Pie; what am I getting so jumpy over? _Making up for her mistake, Twilight levitated all of Pinkie's spilled party supplies, returning them to the bag she was carrying them in. "Sorry, I didn't see you there."

"Really? I'm kinda hard to miss, silly," Pinkie laughed. "Goin' somewhere?"

"Quills and Sofas. I need-" Before Twilight could explain her mission, Pinkie Pie burst out in a hysterical laugh. "What's so funny?"

Pinkie kicked a hoof as she struggled to stifle her laugh. "Nothing, nothing," she giggled.

The rosy mare tossed her bag onto her back, then moved to continue her own trip. "Hey, Pinkie?" Twilight asked, stopping her from leaving. "Uhm...w-where'd you hear that song you were singing?"

"The carnival," she answered quaintly.

"Carnival? What carnival?"

"THE carnival, DUH!" Pinkie laughed, as if Twilight should've known. "Oh, my gosh, Twilight, it is SO fun! You should come! We're having a party tonight! I'm making cup~cakes!" She gave her flank a little shake, bringing attention to the bag on her back. (Strangely, Twilight didn't notice any cupcake ingredients in there.)

"Sounds like fun, Pinkie," Twilight admitted. Pinkie Pie had a knack for making anything sound fun; it was the Element of Laughter at work. "Maybe if I catch up on my studies, I'll join you."

"Okey-dokey-lokey!" With her usual Pinkie bounce, the candy-maned mare trotted off towards her makeshift home in Sugarcube Corner, likely to prepare for the carnival party. "_Fa-la-la, it's time our seeds are..._"

Twilight shook her head. Typical Pinkie. Any carnival that taught her such a wrenching song probably wasn't as fun as she made it sound. Still, perhaps she'd humor her party-loving friend. After she finished her studies, of course, which meant she had to continue on her trip to Quills and Sofas.

She made her way inside the old writing shop, the bell making a dingy _clink! _as she stepped inside. All of the curtains were drawn, making the shop dark and dank. And whatever was in the room that the darkness was hiding, it made the entire shop stink. Odd; why would Davenport be avoiding the sunlight on a day like today? "Davenport? Hello? Is anyone in here?"

_This is ridiculous. I can't see a thing. _Deciding to deal with any of Davenport's disapproval later, Twilight mustered up some magic and pulled the curtains away from their windows. Sunlight immediately poured into the old shop, illuminating every last nook and cranny.

Including Davenport. Twilight found him on the wall, biting back a shriek of horror. Quills were dug into each of his legs, as well as his neck, pinning him in place. Blood smeared across the wall, dripping from his grisly corpse.

The only other clue was a lone message painted nearby:

_Plant thy hooves, thy hooks, thy books_

_We've got grace for sale!_


	2. Count Your Missing Sheep

**CHAPTER TWO: Count Your Missing Sheep**

"Princess, I SWEAR, I had nothing to do with this! H-He was like this when I walked in, and-"

"That's quite alright, Twilight. I believe you."

"Oh. Sorry." Twilight quickly paused her rambles, lest she make herself look guilty by accident. It had been just a few hours since she stumbled onto the Quills and Sofas scene, but the sights and smells still made her knees weak and her mind fraught with panic. While the Ponyville guard went into a tizzy, Twilight did the sensible thing and sent a frantic letter to Princess Celestia, who rode down in an instant to investigate.

She struggled to stay quiet while the celestian alicorn examined the scene. Davenport (or his remains, at least) were there no longer, but no one yet had the chance to clean up the bloody mess he left behind. As usual, though, the young unicorn's chattiness got the better of her, and she couldn't help but fill the silence. "So...any ideas who did it?"

"If only, Twilight," Celestia sighed, rolling up her parchment and walking out. "We'd have caught them by now if we did."

"By now?" Twilight did a nervous double-take as she followed Celestia out of the shop. "W-Wait, you've seen this before?"

"We've been following this crime-spree for a week now," Celestia explained. "It started in Canterlot, then flew up to Cloudsdale, and it's been making its way through small towns since." She gave a sorry sigh. "I was hoping it would pass Ponyville by, but I was mistaken. There have been a ridiculous string of disappearances and murders; it's as if whoever's responsible is abducting ponies left and right, and anyone who says no ends up like Davenport."

The princess handed Twilight her parchment. "All of the murders are the same; they're bloody, they're gruesome, and there's always a message. But none of them tell us anything about who's responsible."

Twilight looked nervously at the parchment. "Princess, you don't mean for me to-"

"I'm sorry, Twilight, but you're one of my brightest minds. If we don't find this murderer quickly, who knows where they'll strike next." She didn't say it aloud, but Twilight knew what Celestia meant: they had to find the pony responsible before one of the Elements of Harmony got hurt. "That scroll has all of the messages that have been left behind at the scenes of the crimes. Look into them and see if you can find any patterns we may have missed."

Twilight timidly took the parchment with her magic. "Yes, Princess. I'll start looking into it right away."

_A sheep has left the flock  
>Holy jaws are dropping, much to Sunlight's shock<br>Tethered in Her pride, cast our grapes as sour  
>But Discord's gardens flowered ivy to be climbed<br>Hark! Alicorns wail! 'Cause we've got grace for sale!  
>Lay you down to sleep with wicked little stories<br>Count your missing sheep  
>'Trices branching crooked vines<br>And griffons hatching circus lullabies  
>Canterlot tongues slither in the mud<br>That's how a carnival grows, my son  
>Cast down for your sin<br>Come here for redemption  
>We've got grace for cheap <em>

Twilight frowned as she looked over the parchment over and over again. She was used to the world having logic; everything needed to have a pattern, things needed to make sense. But there was just no rhyme or reason (okay, so it had rhyme, but certainly not reason) to the list Celestia had given her. None of it meant anything; how was she supposed to use this to rat out the criminal?

Suddenly, it caught her eye. It jumped out at her, hidden between a few lines halfway down the list:

_Fa-la-la, it's time our seeds are sewn  
>Cross your heart and hope to fly, it's time our chaos grows<br>Fa-la-la, it's time our seeds are sewn  
>Stick a cupcake in your eye, it's time our chaos grows<em>

The lines of Pinkie Pie's song.

xxx

"Pinkie Pie, wait!"

As promised, parties were in the air as Twilight galloped towards Sugarcube Corner. A group of ponies awaited the local partymeister outside, all dressed in fantastic costumes and geared up with instruments Twilight recognized as pieces of Pinkie's one-pony band. "Excuse me, have any of you seen Pinkie Pie? I need to speak with her, it's urgent!"

All of the ponies just laughed at her.

Twilight went to buck in the door, but Pinkie Pie came out to meet her before it was necessary. She, too, was adorn in a sparkling costume, with a sequined skirt and face-paint befitting the circus. If it was even possible, her mane and tail were even fluffier than normal, with glitter viciously combed through to make them sparkle in the coming sunset.

"Hiya, Twilight!" she greeted in her normal Pinkie fashion. "Comin' to the carnival with us?"

"Sorry, Pinkie, not tonight," Twilight frowned. "I'm here because of what happened to Davenport."

"Party-pooper!" one of the showponies waiting outside jeered, with similar hisses coming from the group.

"Yeah, Davenport didn't wanna come to the carnival," Pinkie pouted. (The unicorn winced, remembering Celestia's theory about the murders and kidnappings being related.) "Too bad; the carnival ain't fun if no one comes."

"Pinkie, this carnival you keep talking about might be the ones responsible for what happened," Twilight asserted. "Is that where you learned the song you were singing earlier?"

"Yepperoni! You should come to the carnival and sing with us! We'll teach you all the songs!"

"No, Pinkie, I'm not coming to your carnival!"

"Aw, but you're the guest of honor tonight!"

Twilight paused. "...What?"

"Our ringmaster planned a whole, big party, just for you," Pinkie explained, sadly drawing a circle in the dirt with her hoof. "If you don't wanna come, we have to party without you, and that won't be any fun at all!"

Twilight Sparkle bit her lip. Unfortunately, it seemed there was only one way to get to the bottom of Pinkie and her crazy carnival. "...Okay. I'll go. Where is it?"

Pinkie gave a squeal before bouncing off with her group, all singing and playing merrily (although not quite in tune) as they traipsed off. "Yay! Oh, my gosh, I'm so excited! It's in the Everfree Forest, you can't miss it! We gotta go set up! Aw, man, Twilight, you are gonna have SO much fun~!"

The unicorn watched as the showponies trailed off into the fading sunset, feeling dread and nervousness bubble up in her stomach.

"Yeah. _Fun_."


	3. Discord's Carnival

**CHAPTER THREE: Discord's Carnival**

Twilight definitely had plans to follow Pinkie to the carnival.

But she sure as hay wasn't going alone.

Immediately after Pinkie and her troupe left the Sugarcube Corner, Twilight Sparkle called an emergency meeting of harmony at Fluttershy's cabin, the closest meeting point outside of the Everfree Forest.

"So lemme get this straight," Rainbow Dash started after Twilight briefed them on the situation. "Pinkie's made friends with a bunch of carnies, and you think they're the ones responsible for killin' Davenport?"

"Pinkie was singing a song earlier, and the words matched up to lines that were found at some of the other crime scenes," Twilight explained. "For Pinkie's sake, I hope I'm wrong, but we've got to start somewhere."

"M-Maybe we can just ask Pinkie when she gets back," Fluttershy suggested. "The Everfree Forest is kind of, uhm...scary."

"Sorry, Fluttershy, we can't wait," Twilight Sparkle argued. "If we wait until tomorrow, they might strike in the night. We've gotta go over there now."

"Well, uhm...M-Maybe I can wait here in case Pinkie Pie comes back."

"Nonsense, Fluttershy!" Rarity scoffed. "We can't send Twilight into this crazy carnival trap by herself! As the Elements of Harmony, it's our job to storm into the forest and stop these evildoers from tormenting our little town any further!"

"Easy to be brave when you're wearin' giant boots like that," Rainbow Dash snickered.

Rarity looked down at her two pairs of heavy leather leg covers. "I said we're going to rescue Pinkie Pie. I didn't say I had to get dirty while doing it. Have you SEEN the Everfree Forest? It's covered in mud!"

"If you guys are done arguing, we have a carnival to find," Twilight interjected. "Are we all ready to go?"

"Ready when you are, lil' sis."

All of the mares turned to the door, where a white stallion let himself in. "Shining Armor!" Twilight was the first to greet him, running up and giving him a welcoming nuzzle. "When did you get here?"

"I came with Princess Celestia. Sorry, I meant to say hi earlier, but I was searching the town with the rest of the Ponyville Guard." Shining Armor gave his sister a nod. "So, I hear we've got a carnival to check out?"

"You're coming with us?"

"Of course! You want me to sit on my flank while my little sister does all the work and gets in all the trouble? What kind of BBBFF would I be?" He kneeled in close to his younger sister. "Plus, you're really making me look bad, always being the hero and all that. Makin' it real hard to look good for Cadance, you know?"

Twilight laughed. "Alright, fair enough." She took a moment to tighten the strap on her bag, then leaded the charge out into the night.

"Alright, then let's go!"

xxx

The Everfree Forest still held its normal air of uneasy darkness, even though there was supposed to be a carnival nearby. Eventually, the buzzes of fauna were drowned out by the off-tune honking of horns and drums, covering the sounds of laughter and song. With a flood of light, the carnival came into view. Elaborate tents of every color were set sprawling through the web of Everfree trees, lit up with all kinds of torches and candles. The sequined dresses on the dancers sparkled and gleamed as their skirts swayed to and fro, adding a glittering glimmer of life and excitement to the party.

All of the merriment froze, however, when Twilight and friends quietly hoofed their way into the center square. "Uhm...hi, guys," Twilight greeted nervously. "H-How's the party going?"

All of the showponies were silent, unsure how to approach the unicorn, but the crowd quickly split as a frizzy-maned earth pony pranced out to meet them. "Twilight, you made it!" Pinkie laughed. "Oh, my gosh, I was, like, super-duper-worried you forgot about us, but then I was like, 'No way, Pinkie, Twilight remembers everything!', but then I was like, 'But Pinkie, why else would she be taking so long?', and THEN I was like-"

"We got here as fast as we could, Pinkie," Twilight reassured. She gave her friend a few extra glance-overs. Something seemed..._off. _Even for a pony as eccentric as Pinkie Pie, who literally laughed at everything and always smelled like just-spun cotton candy, something was out of place. There was a twitch in her eye, something she must have brushed off as a sugar rush earlier. There was something off-putting about her smile, like she was gritting her teeth to keep up the happy face; now that she noticed it, the other ponies were doing it, too. Her normal bounce seemed a little skittish, much more anxious and uneasy than her usual hops and skips.

Unfortunately, Pinkie Pie's problem would have to wait. They had to investigate the carnival first. "So, Pinkie," Twilight said, shaking herself back into the conversation, "are you gonna give us the grand tour?"

"Duh!" Pinkie laughed, bounding up a series of brightly-painted crates - likely what they had used to bring in all of the tents and supplies. "We've only been waiting all night for it! Oh, my gosh, I'm SO excited, you guys are gonna have so much fun!"

She made it to the top of her makeshift podium, then pulled out a miniature fluegelhorn and blared a noisy, off-tune fanfare. "Mares and gentlecolt, welcome to Discord's Carnival!"

Twilight and friends backed together, (apart from Fluttershy, who had to be held in place by Rainbow Dash), nobody able to comprehend what they just heard. "Pinkie Pie, WHAT did you say?!" the lilac unicorn gawked.

_"You're in Discord's carnival! Come one, come two, come all to Discord's carnival!"_

The team fought to stand together as the showponies burst into a cacophonous song, screaming and blaring instruments as loudly as they could. The discordant notes and ear-splitting laughter was dizzying, and no one noticed until it was too late that Pinkie had jumped down from her platform, landing squarely in their circle of safety.

_"Welcome to the gates, guys! Who's ready to dance?" _She shoved Twilight away from the others, who were quickly rounded up by the rest of the carnies. (_"Grab your tickets! Form a line!"_) _"You can't help but fall for our charming carnival!"_

The rosy mare giggled as she gave Twilight a playful jab. "_So come on down and leave the sun to give our night a chance!_"

"Pinkie Pie, what's gotten into you?!" Twilight snapped with a shove. "Is this carnival REALLY being run by-?!"

"No time fer questions, sugar, we gotta get outta here!" Applejack interrupted. She and Rainbow Dash broke between the two mares, urging Twilight to follow as they and the rest of the group galloped off as fast as they could run.

"Man, I can't BELIEVE Pinkie Pie would drag us into a trap like that!" Rainbow Dash cursed. "What the hay's goin' on here?!"

Twilight wanted to answer her, but their first priority had to be escape. And with the grinding sound of the carnival songs chasing right behind them, escape was slipping away from them. "_Run, little blind mice! Scurry down the trail!_"

The team skidded to a halt as the slice of metal rang out from behind them, followed closely by a horrified shriek they all knew too well at this point: "Rarity!"

The white unicorn stumbled away from the spot where one of the carnies had fallen from the skies to attack her. At first glance, she seemed unharmed, but a few swishes of her flank quickly revealed the disappearance of her silky violet tail. She shrieked again as the carnie responsible laughed, juggling his knife. _"Chop goes the farmer's knife coming for your tails!"_

"That's it, you horrible barbarians!" Rarity scowled. She charged to stomp down the carnie, but he vanished into the crowds before she had a chance.

Applejack rushed in front of her, herding her back towards the group. "Not the time, Rarity, let's go! We gotta get outta here!"

"Easy for you to say; you still have your tail!"

"It'll grow back, don' be such a fussy filly!"

"_You know, Twilight, my dear, there's something about watching you and your friends completely melt down that really tickles the old heartstrings._"

Twilight slid to a stop, letting the rest of the team charge ahead of her. "Discord?" Even in the midst of all the screaming and blaring noise, Twilight heard his voice as clear as day. However, all she saw for miles were the colored tapestries and tarps that covered the tents - no sign of Discord anywhere. "Discord, come out here! Quit hiding, what have you done to Pinkie Pie?!"

"_For asking, my dear Twilight, you've cert'nly shown some gall; so let me properly introduce you to my little carnival! In the night, they play out fables for your weak and greedy hearts, and how they end depends upon on how well you play your part! Unfortunately, how you played your part has brought you here... So keep your hooves and arms and legs and head about you at all times! Use discretion, and stay alert!_"

Finally locating the voice, Twilight peeked into one of the dark tents. She immediately felt the relief in her eyes as the darkness gave her respite from the noise and brightness outside. The tent, unfortunately, was empty. Another Discord trick, of course.

As she turned around to exit, Pinkie met her at the door. If Twilight didn't notice anything unsettling about her earlier, it was quite obvious now. Her tail was erratic, caught in a frenzied Pinkie Sense twitch. Her mane was askew, and even her fur seemed a bit roughed and matted. There were all sorts of wears and tears in her costumes, likely from all of the running and jumping around. Her ears were flat, likely to deflect the awful singing and playing, which drew further attention to her face and the pained smile drawn onto it. The worst of it all was in her eyes; rather than their usual bright, shiny blue, they swirled with chaos and confusion, tinted with a glint that could've only been the work of Discord.

Pinkie reared back and gave her a shove, then ran off after the rest of the team with an uncontrollable laugh. She wasn't running very quickly, though; it was as if she expected Twilight to catch up as she gave chase. "_So come on! Pick up the pace, Twilight, before your friends leave you behind!" _

Twilight finally caught the earth pony as they returned to the square where the chaos began. Pinkie Pie looked back at her with an unsettling darkness in her smile. "_Welcome to Disharmony, now eat your just desserts!_"

"Pinkie, wait!" Twilight put a hoof forward, but a flash of smoke and fire pushed her back. When it dissipated, Pinkie Pie was gone.

_Come one, come two, come all, to Discord's carnival!_

_You can't help but fall here at Discord's carnival!_

Pinkie Pie was gone. And so was everyone else.


	4. Rules and Regulations

**CHAPTER FOUR: Rules and Regulations**

"Pinkie Pie? Applejack? Rainbow Dash! Rarity, Fluttershy? Shining Armor! Where IS everypony?!"

Twilight Sparkle gave a frustrated stamp after her third pass through the carnival. (At least, she believed it to be her third time circling through. With all of the tents blending into a wash of irritating colors, it was hard to tell where she had and hadn't been.) Being separated from her friends and brother, she could understand - it was Discord's favorite trick, as they knew all too well by now. It was the disappearance of the rest of the showponies that concerned her. Where had they all gone? Why were they all here in the first place? Was Discord messing with them, too? Or were they busy causing their own chaos to her friends?

"You know, Twilight, my dear, if you're THAT curious what I'm up to, you could always just ask."

Twilight jumped, taking a few panicked steps back. "Don't sneak up on me like that, Discord!"

The draconequus sneered. She looked up and found him coiled around a lightpost, lazily fussing with a row of nearby streamers with his tail. The light from underneath brought out every menacing shadow on his matted face, highlighted each sharp edge on his devilish claws and talons, all while still allowing his beady golden eyes to gleam in the darkness.

"Oh, my apologies, Twilight Sparkle, I forgot," he apologized with a flick of his paw. "You don't like fun."

"I don't like YOUR fun, Discord. Where are my friends?"

"Probably off having a good time. This IS a carnival, after all. Made it myself."

"By kidnapping and brainwashing ponies? And killing the ones that don't play along?!"

Discord pondered for a moment. "Hmm...yes, actually, that sounds about right. Celestia's little detective strikes again, I see." With a wave of his paw, he summoned an oversized oatmeal treat out of thin air. "Cookie?"

"No." With a roll of his eyes and a frown, Discord tossed the cookie over the tent, where you could hear an excited showpony stumble across it. "Now what's your plan, Discord?"

"Me? A _plan_?" The draconequus looked offended at the thought. "Twilight Sparkle, how dare you. I don't _plan _anything! How dare you accuse me of something so diabolical as _planning._" He slithered off his pole, assaulting Twilight's ears as he raked his talons through the wood and metal on the way down. "I'm a little more free-spirited than that stuffy old hag you call a teacher, Twilight Sparkle. Real fun isn't something you can plan; it's something you improvise."

He slid ever closer. Twilight struggled to hold her ground, trying to keep as much distance between them as she could. "If I did have a PLAN, though, dear Twilight, I'd think that Celestia's best and brightest could suss me out. I'm not as complex as you think I am, Twilight. Chaotic, of course, but not complex."

Twilight frowned. "You want to play a game."

"Ah, NOW you're speaking my language!" In a moment, Twilight blinked, and Discord was gone. She turned on her hooves constantly, trying to circle as much as she could to keep from being snuck up on. She could hear his voice, clear as day, but it seemed to bounce from shadow to shadow, not keeping still long enough to be found.

"Yes, a game! Perhaps THAT will get your Celestian stick out of the mud! After all, I'm not running much of a carnival if all of my carnival-goers aren't enjoying themselves, now am I?"

"Alright." As dangerous as Discord was, as much as he loved to cheat and mess with his players, Twilight knew the only way out was to play along. "If I win, you shut down this carnival. You undo everything you've done to the rest of the ponies here, especially Pinkie Pie, and everyone goes home - including me, my brother, and my friends."

"And if you lose, you stay here. I'll have Rarity and Pinkie Pie make you a dress. You'll be my best showmare here at the carnival. I might even invite Celestia and Luna to come see you; wouldn't that be a spectacle?"

"...Fine. What's the game?"

"Are you any good at hide-and-seek, Twilight? I used to be the grand champion during the Windigo Winter."

"Get to the point, Discord."

"Don't know the rules of hide-and-seek, Twilight? Ah, I should've guessed, actually. I forgot, you don't play games very often."

"I know the rules, Discord!" the lilac unicorn finally snapped. "Alright, so all I have to do is find them, got it."

She began to gallop off, but quickly ran into a wooden pole dropped into her path. Looking up, she found it was actually a cane, locked in the talons of a discordant draconequus above her. "Not so fast, Twilight," he tsked, raising the brim of his hat to reveal his glinting eyes. To fit the situation, Discord had donned a costume, with a silky top hat and crimson ringmaster's jacket.

With a tap of the cane, he pushed her back onto her flank. "If only it were that simple, right, my dear? _See, there's a chaos that reigns at the heart of this beast; my carnival here's a well-oiled machine! It's my duty to advise you of the ordinance in place, chiefly designed to keep our operations neat and fine-tuned. As its keeper, it's my humble pleasure to first castigate and then admonish you!_" He chuckled. "As I'm sure you know, Twilight, breaking rules just simply will not do."

"Fine. What are the rules?"

"Firstly, you and your friends may not leave the carnival until you've come to the big top and claimed your victory. Secondly, no pestering my carnival-goers. The show must go on, of course. If I hear that you've been trying to sunwash my showponies, I'll disqualify you."

Twilight Sparkle scowled. Even under normal circumstances, she hated the idea of sunwashing. Rebellions would flare up across Equestria, claiming Celestia a vicious tyrant that used dark alicorn magic to hypnotize her subjects into ignoring the truth. It was complete blasphemy, and she could barely stomach it: not only because Princess Celestia was her mentor, but because she had been accused of it herself more than once.

Hearing it from Discord only made the sting worse. "Alright, fine. Anything else?"

"My, my, Twilight, aren't we impatient to lose and go home? Alright, if you're so antsy, I'll stack the deck for you. All you need is one of them. Just one of your elements of disharmony, turned up at the big top, ready to take off for home, and you'll win." Discord gave a cackle. "Time's ticking, Twilight Sparkle. The game begins now."

He conjured a bell to ring, which shook the unicorn out of her stupor. In a panic, Twilight Sparkle went back to her frantic gallop, searching harder than ever to find the rest of her team.

Once Twilight's hoofsteps faded into the distance, Discord whistled a playful jingle, summoning a fluffy mess of glittery pink mane to pop out of the tent next to him. "You called, master?" Pinkie Pie echoed with a jittery giggle.

"I did, Pinkie," Discord nodded. "Do me a favor and keep an eye on our guest of honor, won't you? Have a little fun with her, make her want to stay with us here at the carnival."

"Okey-dokey, Loki! But, uh, what're you gonna do if I'm playin' with Twilight?"

"I'll be busy making sure our...other guests are being tended to."

* * *

><p><em>Ooh, such drama.<br>_

_Hi, guys! Hope you're enjoying the story so far! Now, while I'm trying to break the habit of leaving author's notes all over my stories, this is a special situation. Considering there's already drama brewing on my review board, I feel like I'd better say this outright and try to spare some people._

_Starting next week, this story's going to take a turn to the dark side, even more than it already has. The next chapter is going to be particularly graphic. If you're not a fan of the so-called "pony darkfics", then feel free to step away from the story before the following chapters inevitably upset you and you moan about it on my review board. (It's not a fun experience for either of us, really. Just save yourself the trouble.) Don't worry, I won't be mad - it's not everyone's cup of tea. (Not sure why you'd jump into a Horror/Suspense story if it's not your thing, but perhaps you're here by mistake. It happens!) Go on, run free, thanks for sticking with us this far. _

_For the rest of you, though, make sure to tune in next week! We'll have a little fun on our heroes' behalf and have a good time. :)_

_Thanks again for reading, guys!  
>- May<em>


	5. Kiss the Girls

_Warning: The following chapter contains graphic content, and may push or exceed your expectations of a T rating. Read at your own discretion._

* * *

><p><strong>CHAPTER FIVE: Kiss the Girls<strong>

"Twilight? Twily?"

Shining Armor took a second to wipe his brow and catch his breath. After the flood of carnies forced their team to separate, he had done nothing but run in frantic circles to try and find his little sister. Strange; the carnival certainly didn't seem very large at first glance, only being a few tents off in either direction. But suddenly it seemed much larger, and every row of flashy tents seemed to blend together in a maze of bright colors and lights.

He could only assume it was one of Discord's tricks. He hadn't faced off against the draconequus personally, but heard plenty of stories from Princess Celestia...as well as from Twilight, much as it bothered him to hear his little sister putting herself in such danger.

He took a moment to look around in hopes of getting his bearings. The sooner he could find himself, the sooner he could find his sister. He looked up and down and through the rows upon rows of tents, looking for something - anything - he could use as a marker to gauge where he was.

Shining Armor froze as he found his marker. In the middle of one of the clearings sat a ramshackle booth, barely held together with the words 'KISSING BOOTH' painted across the front in drippy white paint. As a married stallion, any other kissing booth wouldn't have caught his eye, but the mare behind the stand stood out from the crowd. She was a pale pink color, demurely hiding behind soft, fluttery wings. Her glossy multicolored mane almost sparkled in the dim streetlights surrounding her, bringing attention up to her glittery tiara and long, elegant horn.

"...Cadance?"

Stunned, Shining Armor took a few stumbling steps towards his blushing bride. "Cadance, how on earth did you get here? It's dangerous here, you should be back home!"

The young princess bat her eyes with a playful flutter of her wing, coyly hiding behind it. "Cadance? Is everything okay?" She didn't answer, instead pointing a hoof at the poorly-painted sign on her booth. When Shining Armor didn't get the message, she playfully puckered her lips.

Despite the circumstances, Shining Armor couldn't help but melt at Cadance's antics. "Oh, I see. Very funny, Cay. Come on, really? This isn't the time for games."

Still, the princess' lips were sealed. She crossed her front hooves and pursed her lips yet again. With a roll of his eyes, the guardpony stepped up to meet her. "Alright, honey, you win," he laughed. Shining Armor leaned forward until his lips met hers and-

"_Missed me, missed me! Now you have to kiss the girls!_"

Shining Armor reared back to find a shrieking changeling latched onto his muzzle. Two more erupted from the smoke and shadow of their Cadance illusion, tackling the stallion to the ground. Not unlike the showponies of the carnival, the changelings laughed and sang in their chaos, suddenly backed by the horrid instruments that seemed to haunt the entire fairground.

_Here is the hive  
>Where are the bees?<br>Buzzing around where nobody sees_

_Welcome to Canterlot,  
>Home of the phonies!<br>Ready or not,  
>Sting all the ponies!<em>

He tried to fight them off, but outnumbered three to one, Shining Armor struggled to gain the upper hand. While one kept his muzzle clamped shut, another set to kicking and yanking at his horn, clawing at it until the magical appendage finally snapped clean off. The third seemed content to ride Shining Armor as he fought to buck them off, cracking him in the back of the head again and again with its patchwork hooves.

Finally, Shining Armor fell to the ground. The first of the changelings pinned him down, crushing his throat under its hoof. With his muzzle finally free, the stallion could cry out, but he could barely manage more than a cough and a gasping whisper. The other two dug their gnarled fangs into Shining Armor's barrel, each tearing away at the flesh until his precious insides were revealed. One raised up and smashed his ribcage, leaving the other free to tear out his heart and take a slobbery bite from it as it beat for the very last time.

_One for the Princess, two for the dame  
>Three for the sweet little colt lost in the<br>Rain, rain, go away  
>Shining Armor wants to kiss the girls!<em>

With their job done, the changling trio ran off to rejoin the crowds, morphing back into the showpony forms they originally stole to join in on the fun.

Only moments later, Twilight finally found where the sudden outburst of song had come from.

The unicorn dropped to the ground as her knees gave out. She willed her magic to respond - put him back together, resurrect him, dispel the illusion, scare Discord off, ANYTHING - but it refused. There was nothing she could do, and her horn knew that better than she did at the moment. _Shining Armor was gone._

She couldn't bring herself to get any closer to the blood-soaked stallion than she had to. She wanted to reach in and rescue the medals from his coat, but that involved getting far closer to the injuries than she could stomach. What would her parents say? What would Cadance say?

It was all her fault. Shining Armor had no business coming out with them. This war with Discord was hers to fight, and now her BBBFF had paid the ultimate price for it.

"You didn't do a very good job of negotiating the rules with me, Twilight Sparkle. No one ever said I couldn't kill your friends before you found them."

"YOU MONSTER!" Twilight shrieked, finally finding her voice when Discord appeared. "How could you?! I'm the one you want, Discord, not him! He's not even one of the elements of harmony, what did he do to deserve this?!"

"I'd explain myself, Twilight dear, but that would involve there being a method to my madness for me to explain." The dragonequus cackled, slowly fading into the background before disappearing completely.

"_Besides, why waste time yelling at me over something that's already happened? Time's ticking, Twilight, and now you're down a player to help you win the game. Every moment you waste is a moment where I can strike again, and if I beat you to them all, it's game over._

_And when the game is over, I win._"


	6. The Mare and Her Reflection

**CHAPTER SIX: The Mare and Her Reflection**

Few things on this earth are more dangerous than a woman scorn. And with her hooficure scuffed, her best friends kidnapped, and her tail chopped off, Rarity was the epitome of such unbridled fury.

Discord snickered as he watched the raging unicorn stomp through the carnival. Even in a sour mood, there was no denying Rarity's beauty. She shone like a diamond, even in her darkest of hours...and if he was lucky, she still had a weakness for them. "_Reckless creatures always want another find. Stealing features, each a diamond to be mined. There are facets at stake and crooks in our neck. They're like moths to the flame..._"

With a few waves of his hands, a tent began to erect itself in Rarity's path, and a very special showpony slipped inside to meet her. "_Get ready and set, now tarry no longer. Let's burn one another, we're one and we're twain!_"

_Now let's play a game..._

Rarity, unlike the smiling showponies that bounced to and fro around her, was in no mood for games. Already, her mind was buzzing with how much work was to be done when they got home - she'd have to schedule a hooficure at the spa, design a slew of new dresses to wear until her tail grew back, not to mention take a nice, long bath to get the smell and dirt of circus life out of her fur. Ugh! If only there was some kind of warning that life as one of the elements of harmony would take such a toll on her.

The carnival wasn't helping quell her temper. Every row of tents looked the same, and every single tent was badly-sewn with the most obnoxious, abhorring colors. All she needed was a sign, something that would tell her where to go.

She did get her signs, but for some reason, they all led straight to the arcade tent. Even when she went out of her way to ignore the signs and go the other way, they all pointed her back to the same location.

Finally, she gave up and followed their lead. An arcade meant a gamespony, right? Even if it was one of Pinkie Pie's "new friends", anypony would be better than nopony.

The arcade tent blended in, just as all the others did. Its only defining feature was a sign on the outside denoting it as such, with drippy paint lines and flickering lights with all the wires exposed. (Really, showponies from Ponyville to Canterlot, and not one of them knew how to properly decorate?) Flipping her mane in an_ attempt _to look decent, Rarity brushed off her hooves and stepped inside.

The tent held all of the classic carnival games: ring toss, ping-pong cups, milk cans, all sorts of stands filled with cheap sideshow entertainment and even cheaper prizes. Rows of stuffed animals hung from the rafters, most of them falling apart at the seams and reeking of dust and mold. The entire tent was dark and uncomfortable, and Rarity nearly turned tail and left on the spot...

...Were it not for the giant diamond under a spotlight at the back of the arcade.

Suddenly forgetting all of her previous complaints, Rarity rushed up to take a closer look at the magnificent piece. It was easily bigger than she was, catching the spotlight and sending beautiful sparkles across the desolate arcade. A particularly-pleasing pattern sat on the makeshift ceiling - it almost perfectly mimicked the trio of diamonds on her flank.

Something about the diamond felt eerily familiar, but before she could think about it for long, the sounds of hoofsteps approached her. "Well! Hello, hello, hello, my beautiful stranger!" the gamespony welcomed. She kept her face hidden under a heavy cloak, so all Rarity could see were her newly-polished hooves and silvery fur.

"Oh, hello," Rarity jumped, trying to stay cordial. She struggled to keep her eyes off of the diamond for long, though. "So sorry to intrude, I-I was just...admiring this _beautiful_ diamond you have here."

"That's what they all say, darling," the gamespony smirked. "Oh, how familiar the danger as the prize slips into the shadows."

"O-Oh, no, I'm not interested in playing any games," Rarity argued. "I-I'm actually lost, and I'm looking for some people, and...a-and that can't be a real diamond, can it? I mean, really." Once again, she tried to tear her eyes away. "It looks fake from here."

"Celebrities always do," the gamespony chuckled. "As do we in the shadows. I can assure you, miss, that diamond is as real as I am." As she walked by it, the gem's light spilled over her, shining a trio of diamonds across her flank. "Certain I can't interest you in a game?"

"...What kind of game?"

"High stakes, three shakes, no breaks; triple the wager," the gamespony instructed. She led her to the nearest booth, where a faded target was painted on the back wall. As you could expect from a carnival game, the sections were hardly fair. The green "try again" section took up half of the board, while the "big prize" dot was smaller than a parasprite.

A spark of pale blue light came from the gamespony's horn, and three darts dug themselves into the front of the booth. "Three clicks in the chamber, three chances to claim her."

Rarity looked back and forth between the busted darts and the distant board. "...And if I miss?"

"By the book, the hook, and the rook," the gamespony replied. "The shadow takes all, my pet."

Rarity rolled her eyes. "Of course. What kind of sucker do you take me for? I know these kinds of games are rigged."

She tried to step away, but couldn't pull herself from the glimmering lights of the diamond. Every time she looked up at it, her mind went blank. She couldn't tell where she was or why she was there; all she knew is that she wanted that diamond.

"Cunning creatures slither front and slither back," the gamespony taunted, pacing around the booth, nudging Rarity back towards the game as she passed by. "Double dealers double-up for the attack. I could say that I'm hurt, but it wouldn't be true. The knife in my back just reminds me of you."

Rarity gave a yelp as the gamespony's magic grabbed her by the shoulders and dragged her into place. "So step up and play if you're not scared to bleed!" she cackled. "Come on, my beautiful stranger - swallow your pride for your greed!"

"ALRIGHT!" Rarity finally snapped. "Fine, I'll play! Just one throw, just to prove to you how _ridiculous_ this is."

Picking up the first dart with her own light blue magic, Rarity took aim and fired. Amazingly, the dart came within centimeters of the prize dot. "Maybe the game's not as rigged as you thought, hmm?"

Suddenly invigorated, Rarity took another shot. Just like the first, her dart barely grazed the tiny target she needed to hit. She was fully expecting for the darts not to stick, or for them to fly crooked and be difficult to aim. Instead, the game played true, bringing her so close to the diamond she could taste it.

Three darts became six, those six became nine and twelve, and those twelve became numbers she entirely lost track of. A circle of puncture holes filled the board right around the elusive prize dot. It had seemed so simple the first few tries, but no matter what she did, the darts refused to hit their target.

The gamespony seemed to be in good spirits, sneaking in a chuckle every time Rarity missed a shot and had to demand three more darts. "Don't worry, lovely, you're right on top of it," she assured. "A few more shots and-"

"Oh, enough!" In a sudden burst of frustration and rage, Rarity prematurely fired her next dart. Instead of aiming for the board, it skewed entirely and dug itself into the gamespony's throat. Rarity stumbled and stammered as her victim dropped to the ground, choking and gasping for air. When she finally got control of her legs, the white unicorn knelt down and tried using a broken piece of the tent to compress the wound. "Oh, my goodness! I didn't- I can't believe- oh, my, are you alright?"

Strangely, she seemed just fine. The gamespony laughed as she finally pulled down her hood. "Of course I'm just fine."

She finally revealed herself to be a dusty gray unicorn, with a dull violet mane with every once-meticulous curl skewed left and right from exhaustion. Her dark eyes had a discordant glint to them, matched only by the sick smirk on her face. "I'm only a reflection, after all."

And she became just that: a reflection in a mirror, giving Rarity the chance to see her disheveled self as the rusty dart in her throat slowly spilled the last of her life in the dirt.

_And so, did our pony kill for a bite of those shiny red pennies?_

_Well, she leapt and she barked at the mare in the water,_

_But her pennies just dropped down, down_

_And after them she shot, down, down,_

_Down into the waters below..._


	7. In All My Dreams I Drown

**CHAPTER SEVEN: In All My Dreams I Drown**

_The ship, it swayed, heave-ho, heave-ho, on the dark and stormy blue_

_And I held tight to the captain's might as he pulled up his trews_

_You haven't slept, heave-ho, he said, in many suns and moons_

_Oh, I will sleep when we reach shore, and pray we get there soon_

Rainbow Dash struggled to hide under her wings as the torrential rain poured down on the muddy carnival grounds. It wasn't scheduled to rain for another week! Her weather team didn't often bother with the Everfree Forest, but that still didn't explain things. Did the showponies from Cloudsdale drag over some clouds just to make their trip more difficult?

Well, at least it wasn't raining chocolate milk.

She eventually found refuge under a loose canopy, giving her a chance to shake the rain from her wings and mane. The rest of the carnies must have been hiding out in the rows and rows of tents; all of them seemed to be zipped up tight. She bit her lip at the thought of her friends stuck out in the rain, none of them knowing where to go or where the others were hiding.

A shiver ran down her back as a sharp wind blew past. If she wanted to get anywhere, she'd have to clear out the clouds. Handling a thunderstorm was always a team effort, though, even for the best fliers (like herself, of course). It would only take a single gust of wind to throw her off-course and send her spinning into a lightning strike. And what if the carnie pegasi were up there waiting for her? Could she handle them on her own in this weather?

_The captain howled, heave-ho, heave-ho, and tied me up with sheets_

_A storm is brewing in the South; it's time you go to sleep_

_His berth, it rocked, heave-ho, heave-ho, the ocean gnashed and moaned_

_Like Jonah, we'll be swallowed whole and spat back teeth and bones_

The moment she considered the chance for one of Discord's traps, whistling of an old weather shanty caught her ears. Odd, considering she was alone just moments ago. Rainbow Dash spun around. A dunk tank had appeared behind her, the rain clinking as it pattered on the rusted metal cage.

Inside was none other than the draconequus himself, lounging with an over-sized straw hat and sunglasses. "Enjoying the weather, Rainbow Dash?"

"Discord." Rainbow Dash stormed the dunk tank, giving it a mighty shake as she bucked it with her front hooves. "Alright, Discord, enough's enough! Where you hidin' everyone?"

"They're probably hiding from the rain, Rainbow Dash," Discord pointed out. "Or hadn't you noticed the storm?"

"Yeah, I noticed," Rainbow growled. "You and your dumb clown-ponies set it up?"

"Does it look like it's raining chocolate milk to you?" Discord asked casually, chewing on a few pieces of straw from his hat. "I'd never make it rain water, that's so dull. It's a job better saved for those no-nonsense sticks in the mud from Cloudsdale."

Rainbow Dash smashed the tank again. "Hey, you shut your mouth! I'm from Cloudsdale, you know!"

The draconequus sneered, a glint in his eyes as he thought back to their game in the maze so long ago. "I know. I've used it against you before."

The pegasus lowered her hooves with a scowl, her magenta eyes abnormally dark with anger. She wasn't about to let Discord one-up her again. "What are you after?"

"The same thing as always, my darling Rainbow Dash. Though for some reason, Celestian brainwashing keeps making you forget." He couldn't help but snicker, practically able to see the steam blowing from Rainbow's ears. "It's a carnival - I'm here to have a good time. You're just here to ruin it."

"We're here to save Pinkie Pie! And everyone else you ponynapped to play this stupid game with you!"

"My carnival is not a stupid game." He casually motioned to the target-lever on the dunk tank's side. "THIS is a stupid game. Oh, but you don't play games, right, Rainbow Dash?"

"I play to win," Rainbow Dash spat. "And I'm not playing any dumb game with you! Not after what happened last time!"

Discord gave a lazy stretch, clumsily struggling to fit his lengthy form in the containment of the dunk tank. "Fine. You can go home, then. I'm already playing with Twilight Sparkle, I suppose she'll do."

Rainbow was about to run off, but paused when she heard mention of Celestia's student. "...What're you doing to Twilight?"

"Playing hide-and-seek," Discord answered curtly. "I told her if she could find one of you in the carnival and make it to the big top, I'll let Pinkie Pie and the others go, and you all can scurry back to Ponyville and write Celestia a letter about this week's lesson in friendship."

"So all I gotta do is find Twilight, and we win!"

Of course, with Discord, it was never so simple. "Or you and I could play a game of our own. If you win, I'll tell you where to find Twilight Sparkle. Wouldn't that make you look so good in front of the Celestian court? I can see the headlines now! Element of loyalty risks it all to save the day, the story of a Ponyville pegasus and her fight against chaos."

Rainbow Dash dug at the mud with her hoof as she thought. Discord had something up his sleeve, clearly, but could she walk away from this? What if she won? What if she defied all odds and bested Discord at his own game? She'd be the big hero, and everyone would get to go home safe and sound. Could she even afford to say no? What if this was their only chance?

"...What's the game, Discord?"

"Oh, goodie, you'll play!" Discord stroked his beard, thinking of ideas. "Hmm, a game to play with Rainbow Dash..."

"I could drop you in this dumb dunk tank," Rainbow Dash suggested.

"Wouldn't a game of dunk-bucking mean we need Applejack here?" Discord teased.

"Hey!" Rainbow Dash rushed the lever, rearing back her hind legs to give it a swift kick. "I can buck just as good as Applejack can!"

As soon as her hooves met the metal target and threw the switch, the platform fell out. Not the one holding Discord from the water, but rather the ground underneath Rainbow Dash.

_Captain, Captain! I will do your chores_

_I will warm your cot at night and mop your cabin floors_

_Scold me, hold me! I'll be yours to keep_

_The only thing I beg of you: don't make me go to sleep_

Her wings couldn't catch any air as the carnival rushed by, watching her spiral down Discord's hole. Eventually, a rope caught around her barrel, yanking her to a stop mid-air. She strained her neck to look up, but the stormclouds above made it too dark to see what was suspending her, and looking up too long gave the rain a chance to drench her face until she couldn't breathe. The carnival around her was misty and distorted, with smears of rainwater further obscuring the picture, as if Discord had put her in a big, glass box. She finally looked down and bit back the urge to scream as raindrops on a dark, watery abyss looked back up at her.

"If only your element of harmony was patience instead of loyalty," Discord teased. "We'd probably stop meeting like this."

"LEMME DOWN, DISCORD!" Rainbow snapped, wriggling to get free while looking all around for where Discord was hiding.

"I don't think so, Rainbow Dash. You agreed to play, and now I know what the game is. It's simple, really, easiest game ever: denounce the Celestian empire, and you're free to go."

Rainbow tried to blow the wet multicolored mane from her eyes. "As if, Discord."

The cage around her groaned as waterfalls poured over the glass walls, further distorting her picture of the carnival outside. The air quickly became cold and wet, and the wind from the rain only made the chill cut worse. The stagnant pool of darkness below her slowly began to rise, her reflection lost as the waters became torrent and wild.

"Are you certain about that, Rainbow Dash?"

_The sky, it flashed, heave-ho, heave-ho, his pillow dulled the brink_

_The curtains ran between my legs as we began to sink_

_I closed my eyes, heave-ho, heave-ho, as the ship was rent and felled_

_Eddies in the water headed to the mouth of Hell_

Rainbow Dash struggled to come up with a snappy comeback. All she could do was watch as the water level crept closer and closer, finally letting out a nervous yelp when the freezing cold brushed up against her dangling hooves. Her wings were clamped to her side by the mystery rope holding her in place, keeping her from escaping. She was trapped, and Discord was the only way out.

"I'm waiting, Rainbow Dash."

"LEMME GO, DISCORD!" Rainbow demanded again - this time out of fear instead of rage.

Finally, the draconequus appeared, the size of a full-grown dragon pressed against the other side of the glass, taunting her like she was a lonely goldfish in a bowl. "How will the Ponyville weather team do without you, Rainbow Dash? Last I heard, there aren't many good fliers out on the field team. How on earth are they going to wrap up winter if you're here in my dunk tank?"

"Stop it, Discord!" The water was brushing the bottom of her belly now, and continuing to rise.

"Oh, and those poor Wonderbolts! Seeing you on the team would've been spectacular! Think of the crowds that'll never get to see the legendary sonic rainboom in person! No flying shows, no more grand galloping galas, never get a chance to bring the Equestria Games to Cloudsdale..."

Rainbow Dash pushed forward, trying to break free of the bindings, which seemed to be holding her down more than they were holding her up. The water was now past her wings, meaning they'd be useless even if she could wrestle them loose. And to make everything worse, Discord kept making good points. "Enough! Lemme go! I'm not playing your game, and I'm not betraying the princess!"

"So hundreds of ponies are going to die and suffer because you're being bull-headed? Think about Pinkie Pie, and the rest of the showponies here; Twilight won't be able to save them without you! Think of everyone in Ponyville that'll lose their hero. Poor, little Scootaloo will be back on the streets, lost without a big sister to take care of her."

Rainbow Dash had to throw the water out of her mane, struggling to keep her head above water. "You keep Scootaloo out of this!"

"Fine, but you're still running out of time, Rainbow Dash. Tick-tock."

Within moments, the water would be too high for her to reach the surface. As furious as it made her...Discord was right. Ponyville needed her, Cloudsdale needed her, and more importantly, her friends needed her. Element of loyalty be damned, she had to be the hero!

"Okay, okay, fine, you win!" Rainbow Dash finally exclaimed. "J-Just hurry up and let me go!"

Discord took his time walking over to the side of the glass box, just as Rainbow Dash had no choice but to swallow one last gulp of air before the water overtook her. Though the waters were hazy, she just barely made out a red-and-white target stamped on a lever.

"Ooh, sorry, Rainbow Dash," he sneered. "Wrong answer. You lose."

He hit the lever. _Ka-thunk! Ding! _The air was forced from her lungs as the rope tightened, dragging her down into the dark, cold abyss.

As he watched the paling pegasus sink to the bottom of the dunk tank, Discord strode off, the carnival dry as a bone around him while he finished his jaunty weather shanty.

_He said, now hush love; here's your gown._

_There's the bed, lanterns down_

_I'm begging you, please wake me up_

_In all my dreams, I drown_


	8. The Scorpion's Tail

_Hey, guys, annoying author's note time. XD (I'd put it at the bottom, but god, I like the ending of this chapter too much. Just scroll past if you're not interested in my nonsense!) First off, as always, I want to thank all of you guys for reading and enjoying the story so far. It's great that you all are being so vocal and really getting into things!  
><em>

_I just want to say that there's been a lot on my plate as of late, so while I've always tried to make a habit of replying to as many reviews as I can, I might have to back off of it, just for the sake of my own sanity. Please keep reviewing! I still really appreciate it! And you're always free to PM me if you really want to start a conversation. Don't be offended if I don't get back to you!_

_Also, speaking of reviews: I've been sending the same PM over and over again to a bunch of people, so let me just post it here and clear the air a little bit. This story is not my magnum opus, guys. Far from it. I'm not reinventing the wheel here. Quite the opposite, I wrote this to get AWAY from some of my bigger projects. I know the story isn't a word-for-word spoof of the original Devil's Carnival, but it is modeled after the film in that it's meant to be dumb fun. I had a TON of fun writing this, and I want you guys to have fun reading it! So that's my message, to everyone who's been so up in arms about how the story's a disappointment and how much they were expecting out of it: relax. I'm not rewriting the story - having something finished before I post it is how I maintain my weekly updates. If you're upset, just step away. If you're enjoying it, turn off your brain and have a good time._

_For the love of Celestia, guys, there are worse stories to be angry about. Like, half of the stories on this damn board. XD_

_Alright, I've kept you guys long enough. Sorry! Let's get on with the show! :D_

* * *

><p><strong>CHAPTER EIGHT: The Scorpion's Tail<strong>

Discord skulked in the shadows, staying silent as he followed the frightened pegasus through the carnival streets. Fluttershy wouldn't fall easily; he learned that from last time. But things had changed since the return of harmony. Fluttershy would still be infallible to her kindness, but now he had a new trick up his sleeve: the magic of friendship.

Fluttershy, on the other hand, was too busy jumping at every shadow on the wall and honking horn in the distance to notice she was being tailed. It took every fiber in her being to take a step forward and not dive into a barrel where it'd be safe. Why did she let the others talk her into this? The Everfree Forest was dark and scary enough on its own, and now she was lost and on her own in a big, scary carnival? She didn't even like carnivals. Clowns were far too loud and frightening for her taste. No, no, she would much rather be home, curled up under a warm blanket in the peace and quiet of Ponyville.

"How about coming inside a tent to get away from the lights and get off your hooves?"

Fluttershy jumped with a shriek, her wings pinning to her sides in fear. It took several moments of shushing and a lion's paw through her mane before she finally calmed down. "Fluttershy, shhhh, calm down, it's just me," Discord said quietly.

The pegasus took a few hurried breaths to calm herself. "Sorry, you spooked me," she apologized. After a moment, she put the pieces together. "...Wait, what are you doing here?"

"Trying to stop the carnival, what do you think?" While they spoke, he led her towards one of the empty tents, getting them both away from the noise and the bright lights outside.

"But, uhm...everypony out there said that...uhm, that this was YOUR carnival."

"Things happen when you have the kind of history I do, Fluttershy," the draconequus sighed. "One pony decides to start a little chaos, and everyone says, 'oh, we should name it after Discord!' I guess my reformation hasn't been going as well as I thought."

"Oh, no, don't say that!" Fluttershy countered. "You're here helping us, aren't you? That's good enough, at least for me."

Discord smiled. "Oh, Fluttershy, where would I be without you?" He motioned to a stack of boxes nearby. "I know it's not much, but sit down. You must be so tired after all of the running around you've been doing."

Fluttershy tested the boxes with her hoof before hopping up and sitting down. They were creaky and not the most comfortable chair, but it was all the tent had to offer. "I am a little. Thanks."

"Hungry? Thirsty? I don't have much here, but anything for an old friend."

"Uhm...a-a drink might be nice, if you don't mind."

A ramshackle kitchen sat in a dark corner of the tent, so Discord set off to make her a refreshment, singing a little song as he went.

_You're a tough little tadpole to love_

_Naughty lilies and lures_

_Oh, I was knocked to the floor_

_Never tasted as sweet a poison as you have_

_You're an urge that can never be cured_

Fluttershy frowned. Something didn't seem right. She knew better than anyone how much Discord had changed since the first time they met him, but the coincidence of seeing him at a chaotic carnival was a little too jarring. Still, she bowed with a quiet 'thank you' when Discord brought a cup of tea and took a long drink before getting back to the problem at hand. There was a warm sweetness to the drink, almost like it had come from Sugarcube Corner, but nothing she could put her hoof on right away.

"Have you seen Twilight Sparkle?" she couldn't help but ask.

"I haven't. Why?"

"What about Rainbow Dash, Rarity, and Applejack?"

"Nope. Why do you ask?"

"What about Pinkie Pie?"

"No, Fluttershy, I haven't seen any of your friends," Discord laughed. (It took every bit of his willpower to not snap at her. Patience and grace were key; if he lost his cool, he lost Fluttershy.) "You can look around if you think I'm hiding them."

Of course, Fluttershy looked around, albeit from the comfort of her makeshift lounge. "Fluttershy, I thought we were friends!" he gawked, putting on the best broken-heart face he could. "What's the matter? Don't you trust me?"

Fluttershy recoiled into her wings. The accusation was just threatening enough to spook her. "Oh! I, uh...i-it's not that I don't...I mean..."

She put a hoof on his paw when he sat to join her. "We ARE friends. I'm sorry."

Discord carefully traced a cockatrice claw under her chin. _"So trust me, trust me, darling dear. I'm so sincere, there's no need to tear. Trust me, trust me, honeydew..."_

He brushed aside her mane. Her forehead was suddenly warmer than usual; he chose not to bring it up. "_Just like I trust you."_

"Okay, I trust you," Fluttershy nodded. She stretched her wings and fluttered them slightly. Suddenly, she was feeling ill. Her head felt heavy and the tent began to spin around her. "Whoa...except I don't feel so well all of a sudden."

"Oh, dear!" He tried to offer her another sip of tea, but she wisely refused. "Anything I can do to help?"

Fluttershy shook her head, biting back the urge to be sick all over Discord's boxes. She tried to get to her feet, but her legs shook and buckled under her weight. Her chest and throat became tight, making it hard to swallow and even harder to breathe.

A spasm in her tail knocked over the teacup. That's when it came to her. "Discord...w-what was in that drink?"

"Oh, uhm...some sugar, some oats, boiled in some water..." The old discordant glint was back in his eyes. "...with a splash of oleander. And some red maple for that sweetness."

Fluttershy gave a horrified squeak; it was all the noise she could muster in her illness and panic. Oleander flowers and red maple leaves were some of the most toxic plants known to ponykind. Did Discord not know? Or...

He cleaned up his tent as the young pegasus grew faint on the musty dirt floor. To drown out the sounds of her choking and gasping for breath, he started to sing again:

_So don't cry, crybaby_

_How many kisses do you need?_

_One for your tummy_

_One for your cheek_

The last thing she saw was Discord's twisted smirk, just before the spinning circus tent finally fell away into a cold darkness.

_And one for the madness inside of me..._

xxx

Pinkie Pie gave a tired 'pfft' as she walked through the carnival. Despite all of the smiling showponies and crazy sideshows around her at all sides, nothing was catching her attention. The crowds all blended together, and as much as she loved the bright lights and loud music, something about today just wasn't the same.

"I think I see a sadness in your eye most unfitting of our bouncing Pinkie Pie."

Pinkie looked up, finding Zecora fussing with a deck of tarot cards at a nearby booth. "Oh, hey, Zecora," she greeted, straining to keep a smile on.

"It seems our favorite party animal is no longer enjoying her private carnival," the zebra pointed out.

"Who, me? No, I love this carnival, what are you talking about?"

Zecora gave her an unconvinced glance, then turned down to her cards. "Love may be a delicious wine, but do not be stung by its dangerous line. Love's potion is black; take heed of the thorns. Don't scream when it stings, for you have been warned."

"...Huh?"

"It's an old story from the bog. Do you know the tale of the scorpion and the frog?"

"Uh, no." Before she could decline the offer for a story, Pinkie's tail went into a wild twitch. Discord was looking for her, probably to complain that she should be out looking for Twilight. "Oop! That's the ringmaster! Sorry, Zee, I gotta go!"

"Pinkie?" Before the rosy mare ran off, Zecora stopped her with one final word of advice: "We drink to true love, for the toad and the scorpion fell. But love's potion is black when only true friendship can break the spell."

_Friendship. _The word left an ache in her heart, like the name of a loved one right after their passing. Pinkie shook off the feeling as quick as she could. She had to stay focused on the carnival.

"Friendship. Right. Got it."


	9. Drowning in the Moon-Mare's Shadow

**CHAPTER NINE: Drowning in the Moon-Mare's Shadow**

Applejack cursed as she bucked at the door, trying with all her might to knock it down. In their rush to escape the crowd of showponies, she not only lost the rest of the group, but she let them herd her into a rundown haunted house. The door creaked shut as soon as she was inside, and despite looking like the frailest door in history, it refused to fall.

Finally, she stood down. "Dagnab this door! Great, now I'm stuck." She adjusted her hat before looking around. Being stuck ANYWHERE with Discord involved couldn't be good.

The house around her was nothing special. Clearly, something thrown together by the carnies last-minute. She and Big Macintosh made scarier Nightmare Night houses out of the barns at Sweet Apple Acres. Fake ghosts were strung to the ceilings with fishing wire you could see all too well, and you could hear the grinding gears that caused the shutters to swing open and closed.

Lame as it was, though, she had no choice but to walk through it. If she followed the path, there'd have to be an emergency exit hiding somewhere.

_Where are your little girls lost, John?_

_Bruised in the rain with their overalls torn?_

_With one shoe off and one shoe on_

_And where will the little girls sleep, John?_

_Under the smokestacks? Under the heap?_

_Or under the tent where the canopy leaks?_

Step by cautious step, Applejack quietly made her way through the winding corridors. Things started off typical: ghouls and zombies hiding around corners, ready to jump-scare the first pony to cross their path. Strobing lights made it impossible to see as she had to traverse rumbling floor panels, just before long halls of pitch darkness tried to unsettle her.

Suddenly, though, the lights came up. All of the noises and distractions were left behind as she came to a quiet part of the haunted house; the only sound following her now was the grinding melody playing through the speakers. The lengthy hallway was cut into sections, with a velvety red rope separating the walkway from the displays. Each piece of wall was set up like a stage, with curtains on each section and straw and wax figures set up on makeshift sets.

The first display held a smiling earth pony farmer, with golden Appleloosian fur and a rustled red mane shoved under a cowpony hat. In the background sat a farmhouse, freshly-painted the same shade of red as the apples on the farmer's flank, and around the farmhouse sat acres and acres of apple trees. Applejack nervously fiddled with her own cowpony hat; it was just the same as the one in the scene in front of her.

"...Daddy?"

Applejack jumped as a grinding phonograph came to life, hidden by the stages in front of her. As the crackling voices began to play, she quickly scurried to the next set. This one took place out in the fields, the focal figurines nearly lost in a forest of apple trees. The tree in the spotlight was surrounded by the old Appleloosian farmer, now accompanied by a young girl: the same Appleloosian glow as her father, but with her grandmother's straw-blonde mane tied back in a tiny braid. Father and daughter took turns bucking at the mighty apple tree, where fake apples on a lever slowly bounced between the branches and the basket on the ground.

"_Am I doin' good, Daddy?_"

"_Yer the best lil' bucker ever, AJ! Golly, yer gonna be better than your brother here soon if he don't watch out!_"

"_Yeehaw! So when do I get a cowpony hat like yours?_"

"_The cowpony hat's a lotta responsibility, Applejack. If I'm gonna give you one, you gotta help me take care'a the farm, ya heard? Bein' a real cowpony's a lotta work - ya gotta take care'a the family, 'n make sure you got enough crops fer the ponies'a Ponyville. A real cowpony's a hard worker, someone who's loyal 'n dependable 'n never tries to cheat nopony. And ya gotta deliver the crop with a smile; ain't no magic in all'a Can'erlot that c'n stand up to bein' a good friend and a good, honest pony._"

"_I c'n do it, Daddy! I can be a cowpony! I promise, I'll buck all the apple trees 'n help Granny Smith with the zap apple jam 'n I ain' gonna lie to no one never, 'n I'll make sure nopony in Ponyville ever goes hungry!_"

"_Issat so, Applejack? Hoo-ee, girl, yer some kinda firecracker. Well, looks like I owe you a cowpony hat, don' I?_"

The recording began to loop as Applejack stood frozen, revisiting the old memories of learning to applebuck with her father. She got her cowpony hat the next morning, and it never left her side since. Ever since, she had never let him down: she made sure everypony in Ponyville always had something to eat, and she never tried to cheat anypony out of their hard-earned bits. She was honest, loyal, dependable, and she always put the Apples and Sweet Apple Acres before anything else in the world.

She quickly dried her eyes. It was an odd sort of feeling; the loving warmth that always came with memories of her parents, yet still crossed with an eerie sort of dread. It hadn't even crossed her mind that she was still trapped in Discord's funhouse.

_You're drowning in the grief of the moon-mare's shadow_

_Let me open my hooves and cradle you there_

_There's a bed for the girls, and a rope for the father_

_Both orphaned by sunlight where no child is spared_

She nearly fell over as she turned the corner and saw the next stage. Unlike the last two, which were warm and lit, this one was dark, with a rusty pipe overhead pouring scattered water drops in front of the stage, creating the illusion of torrential rain. The background occasionally lit up as a flashbulb would go off, accompanied by the bellows of thunder. Center-stage was another apple tree; it, like all the others in the background, were dried out and dying. There wasn't an apple to be found. By the apple tree's roots sat a grave marker. It was small and subtle, and rather than a name, it was engraved with a piece of apple pie. Applejack swallowed a lump in her throat; even now, she'd recognize her mother's cutie mark anywhere. With the best apple pie and apple fritters in all of Ponyville, she earned it.

She fought back a scream, settling for a few panicked whimpers, as her eyes went up the tree from the makeshift grave. An old Appleloosian pony dangled from the branches, a rope tied tight around his sturdy stallion neck. Without his cowpony hat - which was surely on the bedside table of his eldest daughter as she slept - his red mane blew wild in the stormy winds, exposing the look of agony carved into his face.

Applejack always knew what happened to her father; someone had to go applebucking that morning and find him. Who could blame him? The drought that year was unbearable; the apple trees didn't stand a chance. (He forced a smile and joked that every day had to be nice so that she and Macintosh could go outside and play with their new baby sister.) They could've lost the farm at any moment, just like he lost the love of his life so suddenly. What can you ask of a man who lost nearly everything he had left to hold dear?

Unable to look at it any longer, Applejack turned tail and ran, her eyes hidden under her daddy's favorite cowpony hat.

_To who will your little sis pray, Jack?_

_Dark are the strangers that sleep on the train_

_There's blood on their cots and bones on their plates_

_Who, then, will tend to the sheep, Jack?_

_My treads in the place where wretch'd alicorns preach_

_Where claws come in sharpened on wolves in white fleece_

Finally, she escaped the taunting stages. Unfortunately, she ran herself straight into a hall of mirrors. Applejack cursed under her breath, timidly trying to make her way through the disorienting mazes. A thousand images of cowpony hats and Appleloosian-gold fur followed her through. She trod carefully, trying to stay to the right-hand side of the path - a trick she learned from her father during corn maze season, she realized with a groan - but rows after rows of figures fought to confuse her at every angle.

Rubbing her eyes to be sure, she double-took at one of the mirrors. It wasn't her reflection at all, but rather an Appleloosian stallion with an apple-red mane under an old cowpony hat. Upon being spotted, the old farmer tipped his hat, then galloped off deeper into the maze.

"Hey, Daddy, wait!" Habit and fantasy clouded her judgement; Applejack took off after him.

She followed him through the twists and turns of the maze, struggling not to lose him in the flood of reflections that made her head spin every time she turned a corner. Eventually, though, she escaped. Applejack dropped to her haunches, giving a tired sigh of relief to be free of the twisted mirror-maze.

A fork in the road sat before her. To the right, an old rusty door opened just barely a crack. A dim red light lit up the 'emergency exit' sign above its frame. To the left, the haunted house continued. The room ahead was dark, barely lit by the occasional flash of a strobe-light. You could hear the fans lining the walls, blowing debris to and fro and shaking the set pieces within. A trail of heavy hoofprints, ones that could only belong to a sturdy stallion, ran straight into the attraction.

She wouldn't lose him again. Applejack chose the trail of hoofprints.

She galloped through the forest of paper-mache trees, one hoof firmly planted on her hat to keep it in place. The darkness disoriented her immediately; even when the strobe lights came up, she had lost track of the trail. "Daddy? Daddy! Where'd ya go?!"

"Applejack!" Her heart skipped a beat. There he was, just like she remembered him: a loud booming voice, softened with the Appleloosian accent the family was known for. "Applejack, sugarcube, where are ya?"

"I'm over here, Daddy!" The grinding melody from the stages had followed her into the woods, forcing her to shout to be heard over it and the grinding winds. One in particular swept up behind her, sending her hat tumbling through the trees. "'ey! You get back here, hat, I need you!" Forgetting about her stallion-search for the moment, she raced to catch up with the blustering cowpony hat. In a lucky catch, one of the tree branches swayed in just the right way, catching hold of the hat and holding it in place.

Applejack reached up to retrieve it, but was stopped when a lasso suddenly draped over her head, pulling tight against her neck. "HEY! What the-?!"

The blonde fell as a hoof smashed the back of her head, dizzying her for a moment. All the while, the rope around her neck was growing tighter and tighter. The Appleloosian accent she was chasing gave a dark chuckle, his words perfectly in time with the scratching melody that blared over the winds.

_There's a barn for the siblings and a rope for the daughter_

_All orphaned by sunlight where no child is spared_

Before she could find the strength to fight back, Applejack was yanked up by her throat. As if by chance, her back hooves caught the edge of a wobbling stool, giving her something to stand on and relieve the strangling pressure on her neck. As she looked down to see it, she found herself dangling from an apple tree limb, hanging right next to a worn-down gravestone inscribed with a slice of apple pie. To her horror, the ground next to it began to shift, giving way as two battered, decayed forehooves broke through to the surface.

The mare that followed - pale yellow fur manged an ill shade of green, and a ginger mane that flew every which way - gave a twisted, toothless smile as it looked up at her. "Welcome to the moon-mare's shadow," it hissed. "It's the martyrdom that comes with your honesty, Applejack! Those who cannot lie can never accept tragedy, and are doomed to drown in their own pools of grief."

No matter how hard Applejack pleaded her mother to stop and reconsider, it made no difference. The mare reared back and bucked the stool loose, causing the rope to go taut until the cracking of bone echoed through the story forest.

_Swing from my limbs, render your tears_

_The more that you shed, the deeper it is_

_Two broken hooves push the chair from your feet_

_Drown in your beautiful grief_


	10. The Devil and his Due

**CHAPTER TEN: The Devil and his Due**

Shining Armor was eaten by Changelings. Rarity had been stabbed. Rainbow Dash had drowned. Fluttershy was poisoned. _And now this, _Twilight Sparkle thought, trying to push the image of Applejack from her mind as she stepped out of the haunted house.

What was left? What else could she do? The elements of harmony were gone, each one of them dragged to a gruesome demise at the hands of their discordant ringmaster. As the element of magic, it was her job to defeat evil. As Celestia's finest student, it was her job to make sure darkness never fell over Ponyville. And as a friend, it was her job to protect her friends.

She had failed. Twilight Sparkle, who couldn't fathom the idea of failing a magic exam, had just failed the most important test she would ever take in her life. It came at the hands of Discord, and came in the form of a foal's playground game.

In her grieving and disappointment, she barely noticed the sequined pink pony prance up next to her. "Hiya, Twilight! Havin' fun yet?"

"No, Pinkie Pie, I am not having fun yet!" Twilight Sparkle snapped, stamping a hoof in frustration. "Haven't you been paying attention? Our friends are DEAD, every single one of them! Including my brother!" Her rage softened into sadness for a moment. "Why doesn't that bother you?" she asked softly. "Why aren't you upset about this?"

"'Cause bein' sad's not fun, Twiley!" Pinkie Pie giggled. She playfully grabbed hold of Twilight's face, mashing her cheeks until she could pull Twilight's frown into a gritted smile. "_I like to see you grin, I love to see you beam - the corners of your mouth turned up is always Pinkie's dream!_"

"Pinkie Pie, STOP!" Twilight commanded, shoving the mare off. "No, I'm not going to smile! And neither should you!"

"...Why not?"

"Because of all of the horrible things that are happening here! Can't you see this carnival is hurting ponies? Kidnapping, murder, Discord is just using you all and this circus to cause chaos across Equestria! What part of that is supposed to be fun?!"

Pinkie Pie thought hard for a moment. "Uhm...the sing-a-longs?" With a frustrated sigh, Twilight slowly started making her way towards center ring. "Hey, Twilight, wait! I-I'm sure there's still something fun here to do we haven't tried yet! I-I invited you guys here so we could play and have fun together, and-"

"-And now you'll never get to play and have fun with any of us ever again!" Twilight pointed out. "Fun isn't fun when ponies are getting hurt, Pinkie! No matter what kind of carnival Discord uses to trick you into thinking it is!"

She struggled to bite back the tears as realization of the consequences further sank in. "I lost everything, Pinkie. Your 'fun' carnival cost me my brother and all of my friends, including you. And now that Discord's won and the elements of harmony are gone, who knows what else he'll take away? I could lose Celestia, Spike, my parents, my library...hay, he'll probably just wipe Ponyville and Canterlot off the map. Hundreds of ponies are going to lose their homes and their families because of this. Was your fun worth it? Were a few cheap laughs and songs at a carnival worth ruining the lives of all of Equestria?"

While Pinkie pondered her answer, Twilight turned hoof and walked off. "I have to go talk to Discord. Enjoy the carnival, Pinkie. You earned it, I guess."

Pinkie Pie's smile finally faltered for the first time all night as Twilight's words weighed on her minds. Everyone else at the carnival was having so much fun. Ponies seemed so excited to join them when they went around recruiting; she never even realized they were ponynapping them from their homes. Discord gave strict orders to murder everypony who tried to ruin the carnival, promising that the world would be a better place without ponies that hated fun. It sounded like it made sense, didn't it? It was why they rebelled against Celestian rule; the Canterlot way of life was to carry oneself with poise and polish, where ponies like them would never be allowed to bust loose and throw crazy parties. Where Celestia frowned on chaos and excitement, Discord encouraged it.

The carnival was supposed to be a safe-haven for ponies to get together, wear fun costumes, sing songs, and have a good time. So why did Twilight look so upset?

...And why did she suddenly have the urge to write a letter to Princess Celestia?

xxx

Twilight dragged her hooves as she slowly trotted towards the big top. No matter how long she tried to fight it, there was no escaping the inevitable: she would walk into the tent, alone, and she would lose the game.

The big top was dark when she stepped inside. While it seemed misplaced among the brightly-lit rows of tents she spent the night running through, it was still a relief to her tired, teary eyes. However, the peace and quiet didn't last for long:

"Mares and gentlecolts, welcome to the main event!"

The lights came up with a surging _pop!_, the spotlight glaring down on her and the center ring like a hot, synthetic sun. The carnival's showponies filled the surrounding stands, all of them either laughing and jeering or booing the 'Celestian sunwasher' to go home to Canterlot. Floating up above was the master of ceremonies himself, dressed in a fine tailcoat with silver buttons and tassels, and a top hat atop his head with holes for his twisted pair of horns.

"Well, well, well, if it isn't Celestia's best and brightest, back to join us once again," Discord welcomed, a sick glint in his eyes as he sneered down at her. He stayed up by the rafters, forcing Twilight to look up into the blinding spotlight to even keep track of where he was. "I hope you had fun, dear Twilight. Pinkie Pie seemed SO adamant that her friends come and have a good time!"

"Quiet, Discord!" Twilight scowled.

"Ooh, that doesn't sound good. Tsk-tsk, Twilight, all those letters to Celestia and you still don't know how to relax and have fun?" He cackled. "Oh, right. You need your friends for that, don't you? Where are they, anyway, Twilight? I haven't seen them around."

"We both know you have, Discord."

Discord stroked his beard for a moment. "Hmm, Celesprites, Celesprites...Ah! You know, Twilight, I think I have! I saw Rarity at the arcade, selling her soul for those fickle jewels again - dreadful habit for the element of generosity to have, really. Uh, Rainbow Dash and I were playing a game of dunk-tank chicken; I won, of course. Fluttershy and I had tea-time, but it turns out you ponies have some kind of allergy to oleander and red maple! Oops! Applejack just got a little...shall we say _hung up _in my maze of mirrors, and the poor girl lost her hat on the way. Tragic."

He pondered for a second, counting several times over on his claws. "Hmm...I only count four, and you, Miss Sparkle, make five. Ah, yes! Darling Pinkie Pie, my favorite showpony. Well, she's been here the whole time, hasn't she? If it weren't for her, I don't think you all would've ever made it here! I do hope you saw her and said thank-you for the experience, Twilight. Not everyone gets to have a night like you and your friends had in my carnival!"

Twilight scowled, but before she could argue with him, a heavy weight on the back of her horn silenced her. She recognized it instantly; the element of magic had materialized and taken its rightful place on her head. As it always did without its sister elements, though, the crown was dull and cold to the touch.

"Now, dear Twilight, let's skip to the devil and his due, shall we?" Discord suggested, finally slithering down to her level. "The rules stated that you had to return here by the end of the night with one of the other elements of harmony in tow, alive and willing to leave. However, considering that Rarity, Rainbow Dash, Fluttershy, and Applejack are all incapacitated, I believe that means you-"

"-Have to go get Pinkie Pie!"

A collective gasp shook through the audience of showponies. Even Discord himself seemed a bit stunned and horrified. A pink earth pony calmly trotted down to center ring, her eyes no longer tired with the discordant glint, but instead back to their usual bright, shining blue. That same glimmering shade colored the balloon gems on her bright gold necklace.

While Discord and his carnival were speechless, Twilight's face broke into a smile for the first time all night. "Pinkie Pie! W-What are you-?!"

"Helpin' you out, what's it look like I'm doin'?" Pinkie winked. "_Some days are dark and lonely, and maybe you feel sad, but Pinkie will be there to show you that it isn't all that bad!_" When she finally reached Twilight, she gave her friend an apologetic nuzzle. "_There's one thing that makes me happy and makes my whole life worthwhile - that's when I talk to my friends and get them to smile._"

"Pinkie Pie, what are you _doing_?!" Discord hissed. "You're one of us, remember? What happened to spending all your nights having fun at the carnival?"

"Your 'fun' isn't all that fun, Discord! I don't wanna stick around any dumb carnival where ponies are gettin' killed and ponynapped into bein' here! Real parties make people want to be there because it's fun times they can spend with their bestest pony pals! If you're forcin' people to come play along, you're just throwing a crummy party and being even crummier on top of that!"

She looked back at Twilight. "Sorry I kinda forgot about that."

"Don't worry, Pinkie, I forgive you." With renewed confidence, Twilight turned back to the draconequus. "What was that about me forfeiting, Discord? 'Cause if I remember the rules right, I just needed _one _element of harmony to come back with me!"

"And she's got the element of laughter right here!" Pinkie chimed in, boastfully showing off her amulet.

For a moment, Discord seemed at a total loss for what to do or say next. How did his perfect plan fall apart at the finish line? Finally, confusion and shock boiled over into rage. The draconequus gave a mighty growl, slithering up to the rafters. With a swipe of his claws, he knocked the large spotlight loose, crashing it into the wooden supports and setting them ablaze. Between the rotting wood and decrepit tarp, the fire found plenty of kindling to catch on and spread with. The showponies went into a panicked frenzy, nearly trampling each other as they rushed any possible exit they could find to escape the blaze.

"This isn't over yet, Twilight Sparkle!" Discord threatened with a bloodthirsty laugh. "If you and Pinkie Pie can't leave the big top, I still win and seize control of the elements of harmony! And if the big top burns down with you two in it, you'll NEVER leave the carnival!"

With another swipe, Discord sent a piece of flaming rafter crashing to the ground. He aimed it straight at Twilight Sparkle and Pinkie Pie.


	11. You Can't Help but Fall

**CHAPTER ELEVEN: You Can't Help but Fall**

Pinkie Pie ducked with a gasp, using her hooves as the only thing she could to cover her head. However, moments before they were toasted ponies on a stick, a glittering magenta light enveloped them, shielding them from the rafter as it crashed down and slid aside harmlessly. Pinkie Pie looked up to find Twilight Sparkle hard at work, keeping the shield powered while Discord's debris rained down on them.

She relaxed a bit and found a new warmth in her chest. The element of laughter was lit up, filling Twilight's magical dome with the sunny light of a clear blue sky. It sent tickles up her spine, just as it always did, forcing a giggle out of her at the most inopportune times.

Through the smoke and fire, she saw other lights rise up out of the darkness: a ruby thunderbolt, a bright pink butterfly, a caramel apple, and a shiny violet diamond. The lights all came together, and when all were present, each one shot out a spectacular beam of color, joining together in the center ring.

Twilight Sparkle rose up, her shield taking over the entire tent and pushing away the flames. Discord tried to fly off in a panic, but a shining beam of magenta reached out and grabbed him by the tail, dragging him to the ground. "Twilight, my favorite little bookworm," he pleaded. "I-It was just a game, you know that! T-This is a carnival, after all! Nothing but fun times, right? P-Pinkie! Pinkie Pie, my favorite element of harmony, can't you put in a good word for the ol' ringmaster?"

"Sorry, Discord," Twilight interrupted, her eyes lighting up with the blinding powers of harmony. "We win."

xxx

By the time the smoke and magic cleared, Discord's carnival was nowhere to be found. The Everfree Forest was back to its normal dark, quiet ways...if you ignored the new Discord statue and a herd of disoriented ponies in costumes trying to figure out where they were.

Pinkie Pie was quick to rush to Twilight's side. With the elements of harmony dispelled and her magic drained from the rescue, the young unicorn looked unsteady on her hooves. "You okay, Twilight?"

Twilight gave her a tired smile. "Fine, fine. Are you alright?"

Pinkie Pie pouted. "No. Look, Twilight, I-I don't know what came over me! These ponies came by, and they had fun costumes and popcorn and cotton candy and everyone was singing and playing instruments, I wasn't even paying attention anymore when Discord showed up! Then everything got way-super out of hand, and-" She bowed her head shyly. "I'm sorry. Everything almost got real messed up, and it was all my fault."

"You're also the one that helped save the day," Twilight reminded her. "I couldn't have beaten Discord's game without you." Still, Pinkie seemed downtrodden. So Twilight Sparkle put a hoof to her cheek, mashing it and moving it until she forced Pinkie's famous smile to show. "_I really am so happy; your smile fills me with glee. I give a smile, I get a smile, and that's so special to me!_"

Unable to frown any longer, Pinkie Pie burst into a laugh, grabbing Twilight in a tight hug. "Thanks, Twilight! You're the best friend ever."

"TWILIGHT! PINKIE!"

Both mares looked up as they were nearly blown over by the quartet of mares that galloped over and tackled into their hug. (Well, trio and a unicorn that held back. "You two will get plenty of hugs as soon as we get out of this dingy forest and wash all of the cheap circus glitter out of Pinkie's mane," Rarity assured.)

Twilight could hardly believe her eyes. "Oh, I'm so glad to see all of you are okay!"

"'Course we're okay, sugar!" Applejack chimed in.

"Yeah, you really think ol' Discord can pull one over on us?" Rainbow Dash scoffed. "As if!"

"That was, uhm, really brave of you two," Fluttershy added quietly. "Thanks for saving us."

"Indeed," Rarity echoed. "Goodness, that carnival was absolutely NIGHTMARISH." With a pout and a whimper, she looked back at her tussled tail. "I'll have nightmares about being tail-less for weeks."

"Yeah, but at least you've got one hay of a _tail _to tell!" Pinkie Pie laughed.

The rest of the mares bit back a groan. "Yep, we definitely got Pinkie Pie back," Applejack noted with a roll of her eyes.

Rainbow Dash ruffled up Pinkie's already-mangy mane. "And I wouldn't have her any other way!"

Amidst the girls' giggling, Princess Celestia and Shining Armor finally caught up to them. "Twilight Sparkle, is everything alright?" Celestia asked.

"Everything's just fine, Princess!" Twilight answered quickly, instead rushing towards her brother to give him a loving nuzzle. "Are you okay, Shining Armor? Oh, I was so worried about you! I-I thought I lost you in there!"

"I'm just fine, Twily," Shining Armor reassured. "If anyone could've pulled that off, of course it'd be you."

Still, Twilight picked up the tired undertone in his voice. "If Cadance asks, I'll tell her you saved the day," she winked.

"Twilight, how did you find all the missing ponies?" Celestia asked. "What happened? Where were they?"

"Discord had them," Twilight explained. "He's been rounding up ponies across Equestria and forcing them to perform in a carnival. It was all just an elaborate trap to get to the elements of harmony." The unicorn dragged Pinkie Pie into the conversation. "Pinkie's really the one that saved the day, Princess! She's the one that helped me get to the bottom of everything, and she's the one that helped me fight off Discord in the end."

Celestia smiled. "Is that so, Pinkie Pie?"

"Yepperoni!" Pinkie Pie beamed. "And I learned a friendship lesson, too!"

"Oh, really? Let's hear it."

"When I first got pulled into the carnival, I was just having fun, and I wasn't thinking about what my fun was doing to other ponies." She gave the unicorn at her side a playful shove. "Twilight helped me remember that it's not JUST about having fun, because having fun at the expense of other ponies isn't really any fun at all! I learned I have to pick my friends more carefully, and make sure nopony's getting hurt while I'm having a good time with them. 'Cause even if they're my friends, ponies out to hurt other ponies aren't really anyone's friend at all. Even if they have a super-fun carnival," she ended with a giggle.

Celestia nodded. "That was an excellent friendship report, Pinkie Pie. I'm glad you learned something from this mess."

Twilight looked back at the disoriented herd around the petrified draconequus. "So what do we do about Discord and the showponies, Princess?"

"Luna, myself, and the guards will take care of making sure everyone gets home safely. Then I'll deal with Discord personally afterwards." Shining Armor ran ahead to start rounding up the ex-carnies, but Celestia stayed back for a moment. "Are you girls going to be alright?"

Twilight Sparkle looked around to each of her friends. "Yes, Princess, we'll be just fine. Come on, girls, let's go home."

While Celestia and Shining Armor dealt with the showponies, and everyone else seemed more than eager to return to Ponyville, Pinkie Pie shyly hung back. "Pinkie? What's wrong now?"

Pinkie Pie nervously looked around, mainly at the sequined skirt and fishnet gloves she was still wearing, tattered as they were. "...Can I keep the dress?" she asked sheepishly.

Twilight rolled her eyes. Now _that _was the Pinkie Pie she remembered. "Yes, Pinkie, you can keep the dress."

"Alright, awesome! Come on, guys, let's hurry up and get home - I'm craving cupcakes like you would not believe! I'll make up a big batch for everyone! Ooh, actually, I should make two, 'cause poor Gummy probably hasn't eaten in hours! Ooh, hey, you guys know what sounds like a REALLY good idea? A party! Come on, let's have a 'we beat Discord' party! I'll decorate and get music and make punch and it'll be SO much fun! Right, guys? ...Guys? Hey, come on, what's so funny? I'm being serious!"

* * *

><p><em>Whoo! How's that for a delightfully-cheesy Hasbro ending? :D Anyway, that's all of the story I've got to tell for now! Thank all of you so, so much for reading, reviewing, and showing your support! Hugs and bro-hoofs! You guys are the best!<em>

_For the last time, thanks for reading!  
>- May<em>


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